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0001011723-08-000002.txt : 20080118
0001011723-08-000002.hdr.sgml : 20080118
20080118130200
ACCESSION NUMBER: 0001011723-08-000002
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20080118
FILED AS OF DATE: 20080118
DATE AS OF CHANGE: 20080118
EFFECTIVENESS DATE: 20080118
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BELLAVISTA CAPITAL INC
CENTRAL INDEX KEY: 0001086670
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 943324992
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30507
FILM NUMBER: 08538148
BUSINESS ADDRESS:
STREET 1: 420 FLORENCE STREET, SUITE 200
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 6503283060
MAIL ADDRESS:
STREET 1: 420 FLORENCE STREET, SUITE 200
CITY: PALO ALTO
STATE: CA
ZIP: 94301
FORMER COMPANY:
FORMER CONFORMED NAME: PRIMECORE MORTGAGE TRUST INC
DATE OF NAME CHANGE: 20000425
DEF 14A
1
bellavistadef14a.txt
DEFINITIVE PROXY STATEMENT
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant Sec.240.14a-12
BELLAVISTA CAPITAL, INC.
--------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies: ______
2) Aggregate number of securities to which transaction applies: _________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined: ____________
4) Proposed maximum aggregate value of transaction: __________________
5) Total fee paid: __________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________
2) Form, Schedule or Registration Statement No: __________________
3) Filing Party: __________________
4) Date Filed: __________________
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
--------------------------------------
Notice of Annual Meeting of Shareholders
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
BellaVista Capital, Inc., a Maryland corporation (the "Company"), for the fiscal
year ended September 30, 2007, to be held on Tuesday, February 26, 2008, at
10:00 AM Pacific Standard Time, at The Cubberly Community Center Auditorium,
4000 Middlefield Road, Palo Alto, California, for the following purposes:
1. The election of two Class II Directors to serve until the Company's
Annual Meeting of Shareholders for the year ended September 30, 2010,
or until such directors' successors are elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting or at any adjournments or postponements thereof.
A proxy statement describing the matters to be considered at the Annual Meeting
is attached to this notice. The Board of Directors has fixed the close of
business on January 10, 2008 as the record date for determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting and at
any adjournments thereof.
Management desires to have a maximum representation of shareholders at the
Annual Meeting. Only shareholders entitled to notice and to vote, and other
invited guests of the Company, shall attend. The Company may incur substantial
additional proxy solicitation costs if a sufficient number of proxies are not
returned in advance of the Annual Meeting. In order that your shares may be
represented at the Annual Meeting, management respectfully requests that you
date, execute and promptly mail the enclosed proxy in the accompanying
postage-paid envelope. A shareholder may revoke a proxy by notice in writing to
the Secretary of the Company at any time prior to its use, by presentation of a
later-dated proxy, or by attending the Annual Meeting and voting in person.
By Order of the Board of Directors
Palo Alto, California Patricia Wolf
January 14, 2008 Secretary
-----------------------------------------------------------
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY, AND PROMPTLY RETURN IT IN THE ENCLOSED
STAMPED ENVELOPE.
-----------------------------------------------------------
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
Proxy Statement
Annual Meeting of Shareholders for the Year Ended September 30, 2007
To Be Held February 26, 2008
GENERAL INFORMATION
The Board of Directors of BellaVista Capital, Inc., a Maryland corporation (the
"Company"), is furnishing this proxy statement in connection with its
solicitation of proxies for use at the annual meeting of shareholders to be held
on Tuesday, February 26, 2008, at 10:00 AM Pacific Standard Time, at Cubberly
Community Center Auditorium, 4000 Middlefield Road, Palo Alto, California, and
at any adjournment or postponement thereof. Shareholders were notified of the
meeting on or about January 18, 2008, and this proxy statement and the
accompanying proxy are being provided to shareholders beginning on or about
January 18, 2008.
Voting of Proxies
The only class of the Company's capital stock currently outstanding is its
common stock. Shares of the common stock represented by all properly executed
proxies received in time for the scheduled meeting will be voted in accordance
with the choices specified in the proxies. If multiple proxies are received with
respect to the same shares, the latest dated proxy will be voted with respect to
those shares. See "Revocability of Proxies" below. Unless contrary instructions
are indicated on the proxy, the shares will be voted FOR the election of the
nominees named in this proxy statement as the Class II directors.
In the event that a quorum is not present at the time the annual meeting is
convened, or if for any other reason the Company believes that additional time
should be allowed for the solicitation of proxies, the shareholders entitled to
vote at the annual meeting, present in person or represented by proxy, will have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting. If the Company proposes to adjourn the annual
meeting by a vote of shareholders, the persons named in the enclosed form of
proxy will vote all shares of stock for which they have voting authority in
favor of such adjournment.
The management and the Board of Directors know of no matters to be brought
before the annual meeting other than as set forth herein. To date, the Company
has not received any shareholder proposals. If any other matter of which the
management and Board of Directors are not now aware is presented properly to the
shareholders for action, it is the intention of the proxy holders to vote in
their discretion on all matters on which the shares represented by such proxy
are entitled to vote.
Voting Rights
Holders of shares of BellaVista Capital, Inc.'s common stock, par value $0.01
per share, at the close of business on January 10, 2008, the record date, are
entitled to notice of, and to vote at, the annual meeting. As of January 10,
2008, a total of 12,538,517 shares of the Company's common stock were
outstanding. Each share of common stock outstanding on the record date and the
date of the annual meeting is entitled to one vote on the matter presented at
the meeting, including one vote for each of the two directors to be elected at
the annual meeting. The presence, in person or by proxy, of shareholders
representing 50% or more of the issued and outstanding stock entitled to vote
constitutes a quorum for the transaction of business at the meeting. If a quorum
is present, (1) a plurality of the votes cast at the annual meeting is required
for election of a director, and (2) the affirmative vote of the majority of the
shares present, in person or by proxy, at the annual meeting and entitled to
vote is required for all other matters. Cumulative voting in the election of
directors is not permitted and vote allocated to each share for each director
position to be elected must be cast for a separate nominee.
Solicitation of Proxies
This solicitation is being made on behalf of the Company's Board of Directors.
The costs of this solicitation by the Board of Directors will be borne by
BellaVista Capital, Inc. Proxy solicitations will be made by mail and electronic
mail. They also may be made by members of Company management by personal
interview, telephone, facsimile transmission, and telegram. BellaVista Capital,
Inc. does not expect to engage an outside firm to solicit votes, but if such a
firm is engaged subsequent to the date of this proxy statement, the cost is
estimated to be less than $5,000, plus reasonable out-of-pocket expenses.
Assuming no such third party solicitation costs are incurred, the total costs to
the Company for this solicitation which will consist primarily of the legal,
printing and mailing costs, are expected to be approximately $5,000. Total costs
incurred to date have been approximately $2,500.
Revocability of Proxy
The giving of the enclosed proxy does not preclude the right to vote in person
should the shareholder giving the proxy so desire. A proxy may be revoked at any
time prior to its exercise by delivering a written statement to the Company's
Secretary that the proxy is revoked, by presenting a later-dated proxy, or by
attending the annual meeting and voting in person.
Additional Materials
A Notice of Meeting and a form of Proxy are included with the mailing of this
proxy statement. A copy of the Company's combined Annual Report to Shareholders
and Form 10-KSB Annual Report for its fiscal year ended September 30, 2007, as
filed with the Securities Exchange Commission on December 31, 2007, which
includes the Company's audited financial statements for the fiscal year, also is
included with the mailing of this proxy statement. The combined Annual Report to
Shareholders and Form 10-KSB Annual Report is not to be considered a part of
these proxy solicitation materials. An additional copy of the Form 10-KSB Annual
Report, including exhibits, as well as copies of the Company's Quarterly Reports
on Form 10-QSB for the quarters ended December 31, 2006, and March 31 and June
30, 2007, will be furnished without charge to beneficial shareholders or
shareholders of record upon request to Michael Rider, 420 Florence Street, Suite
200, Palo Alto, California 94301; or by calling Mr. Rider at (650) 328-3060.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of five members. The Board is
divided into three classes, each having a three-year term, designated Class I
(one director), Class II (two directors) and Class III (two directors), with one
class standing for election at the annual meeting of shareholders each year. In
addition, where there has been a vacancy on the Board of Directors due to
resignation or removal or due to an increase in the size of the Board, a
majority of the Board of Directors shall elect the person to fill the vacancy,
provided that such person shall hold office until the next annual meeting of
shareholders.
The two Class II directors' seats are scheduled for election at this year's
annual meeting. The incumbent Class II directors, Patricia Wolf and Jeffrey
Black, have been nominated to be elected as the Class II directors. Robert
Puette is the current Class I director, and William Offenberg and Michael Rider
are the current Class III directors. William Offenberg is chairman of the Board.
The proxy holder intends to vote all proxies received by the proxy holder in the
accompanying form of proxy FOR the Board's nominees for director, Patricia Wolf
and Jeffrey Black, unless otherwise specified by the shareholder. In the event
the nominee is unable or declines to serve as a director at the time of the
annual meeting, the proxies for such nominee will be voted for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. In
the event that additional persons are nominated for election as directors, the
proxy holder intends to vote all proxies received for Patricia Wolf and Jeffrey
Black and against any other nominees. As of the date of this proxy statement,
the Board of Directors is not aware that either nominee is unable or will
decline to serve as a director. As noted above, each of the nominees already
serves as a director of the Company.
The election to the Board of Directors of the nominees identified in this proxy
statement will require the affirmative vote of a plurality of the outstanding
shares of the Company's common stock present in person or represented by proxy
at the annual meeting.
The Board of Directors unanimously recommends that shareholders vote "FOR" the
nominees identified below.
Nominee to Board of Directors
Name Position with the Company Class and Expiration of Term
- ---- ------------------------- ----------------------------
Patricia Wolf Director II (term expires at the annual
meeting of shareholders for
the fiscal year ended September
30, 2010)
Jeffrey Black Director II (term expires at the annual
meeting of shareholders for
the fiscal year ended September
30, 2010)
Set forth below is additional information regarding the foregoing nominees.
Patricia Wolf, age 61, is currently Chair of the Board of Trustees for Ottawa
University where she focuses on strategic planning issues. From 1986 until 2002
she was employed by Management Technology America, the computer software company
she founded in 1986. In 1999, Ms. Wolf sold Management Technology America to a
company listed on the NYSE. During the period from 1999 to 2002 she continued
her employment with Management Technology America. Ms. Wolf holds a Bachelor's
degree in Business Administration and a Master's degree in Management, both from
Ottawa University.
Jeffrey Black, age 53, is a Senior Vice President in the Silicon Valley office
of Grubb & Ellis, a national real estate company, where he has worked since
1977. In his 30 years as a real estate broker, he has concluded real estate
transactions in excess of $1 billion. Notable clients that Mr. Black has
represented include eBay, Altera, Amdahl, AT&T, Exxon Corporation, Marriott, TRW
Corporation, VLSI Technology, Steelcase, Advanced Micro Devices and Ernst &
Young. He has been named one of the Top 10 Brokers Nationwide (Grubb & Ellis
2003); No. 4 Broker in Silicon Valley (San Jose Business Journal 2003); the Hall
of Fame Award (Association of Silicon Valley Brokers 1997). Mr. Black has a
Bachelor's of Science and Commerce degree in Finance from the University of
Santa Clara.
The other incumbent members of the Board of Directors are identified in the
following table, including the class and expiration of their respective terms.
The year of expiration in each case refers to the annual meeting of shareholders
for the fiscal year ended September 30 of the stated calendar year.
Name Position with the Company Class and Expiration of Term
- ---- ------------------------- ----------------------------
William Offenberg Chairman of the Board III (term expires 2008)
of Directors
Michael Rider Director, Chief Executive III (term expires 2008)
Officer and Chief Financial
Officer
Robert Puette Director I (term expires 2009)
Directors' Meetings and Committees
The Board of Directors has not established separate standing audit, nominating
or compensation committees or committees performing similar functions.
The full Board of Directors acts as the audit committee for all purposes
relating to communications with the auditors and responsibility for oversight of
the audit. The Board has not adopted any written charter governing its activity
as the de facto audit committee.
The full Board also acts as the nominating committee. The Board has no
nominating committee charter, nor does it have any express policy with respect
to consideration of director candidates recommended by securities holders. The
Board believes that, in consideration of the size of the Company, its limited
shareholder group, the lack of any public trading market for its securities and
the limited resources available to the Board, that maintaining a standing
nominating committee and nominating committee charter is not practical or in the
best interests of the Company and its shareholders. All members of the Board
have participated in the nomination process when in office, and all members of
the sitting Board are expected in the future to participate in the nomination
process.
Of the five current members of the Board, Michael Rider, as an officer of the
Company, cannot be considered an independent director, and all other members of
the Board are considered independent, as that term is defined under New York
Stock Exchange Rule Section 303A, the NYSE's Corporate Governance Rules. Under
those Rules, no director qualifies as "independent" unless the Board of
Directors affirmatively determines that the director has no material
relationship with the Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the Company). Material
relationships can include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships, among others. However, as the
concern is independence from management, the NYSE does not view ownership of
even a significant amount of stock, by itself, as a bar to an independence
finding. Accordingly, while Mssrs. Offenberg, Puette and Black and Ms. Wolf own
shares of the Company's common stock, the Board views these directors/nominees
as independent under these standards. In addition, a director is not independent
under the NYSE Rules if: (i) the director is, or has been within the last three
years, an employee of the Company, or an immediate family member is, or has been
within the last three years, an executive officer, of the Company; (ii) the
director has received, or has an immediate family member who has received,
during any twelve-month period within the last three years, more than $100,000
in direct compensation from the listed company, other than director and
committee fees and pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on continued
service; (iii) (A) the director or an immediate family member is a current
partner of a firm that is the Company's internal or external auditor; (B) the
director is a current employee of such a firm; (C) the director has an immediate
family member who is a current employee of such a firm and who participates in
the firm's audit, assurance or tax compliance (but not tax planning) practice;
or (D) the director or an immediate family member was within the last three
years (but is no longer) a partner or employee of such a firm and personally
worked on the Company's audit within that time; (iv) the director or an
immediate family member is, or has been within the last three years, employed as
an executive officer of another company where any of the Company's present
executive officers at the same time serves or served on that company's
compensation committee; or (v) the director is a current employee, or an
immediate family member is a current executive officer, of a company that has
made payments to, or received payments from, the Company for property or
services in an amount which, in any of the last three fiscal years, exceeds the
greater of $1 million, or 2% of such other company's consolidated gross
revenues.
During fiscal year ended September 30, 2007, there were 4 regular meetings of
the Board of Directors and 14 special meetings. Meetings are generally held at
the Company's offices and all Board members attend in person unless that
director cannot be present in person. In such cases, directors attend via a
telephone conference call.
Shareholders may communicate directly with any director. Any shareholder wishing
to communicate with a director may send a written communication addressed to the
director to the Company's Chief Executive Officer, Michael Rider, who will
transmit the communication to the addressed director.
Compensation of Directors
Michael Rider is the only director of the Company who also serves as an
executive officer or employee of the Company, and Mr. Rider receives no separate
compensation for service on the Company's Board of Directors or on any Board
committee. All directors are entitled to receive reimbursement of reasonable
out-of-pocket expenses incurred in connection with meetings of the Board of
Directors. Set forth below is a table summarizing compensation paid to directors
for service on the Board during the most recent fiscal year ended September 30.
2007.

The Company's charter obligates it to indemnify its directors and officers and
to pay or reimburse expenses for such individuals in advance of the final
disposition of a proceeding to the maximum extent permitted from time to time by
Maryland law. The Maryland General Corporation Law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities, unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (1) was committed in bad faith,
or (2) was a result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful.
Compensation Committee Interlocks
No interlocking relationship exists between the Board of Directors or officers
responsible for compensation decisions and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
Officers of the Company
Our executive officer and his positions are:
Name Position
---- --------
Michael Rider President, Chief Executive Officer, Chief Financial
Officer
Executive officers are appointed by the Board of Directors, serve at the Board's
pleasure and may be removed from office at any time without cause. There are no
family relationships among the directors and officers. The Company does not
currently have a stock option or deferred compensation plan.
Executive Compensation
The following table summarizes compensation paid to executive officers of the
Company during the two most recent fiscal years:

INDEPENDENT PUBLIC ACCOUNTANTS
On November 10, 2005, the registrant engaged the firm of Pohl, McNabola, Berg +
Company, LLP ("PMB"), San Francisco, California, as its principal accountant to
audit its financial statements. PMB has been the registrant's principal
accountant for its two most recent fiscal years and continues in that capacity.
Representatives of PMB are not expected to attend the meeting.
During the registrant's two fiscal years preceding the engagement of PMB and the
subsequent interim period through the date of such engagement, November 10,
2005, neither the registrant nor anyone on its behalf consulted PMB regarding
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the registrant's financial statements, and no written report or oral advice was
provided to the registrant that PMB concluded was an important factor considered
by the registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either (a) the subject of
a disagreement with any former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make a reference to the subject matter of
the disagreement in connection with any report during such period, or (b) or any
"reportable events" as defined under Item 304(a)(1)(v) of Regulation S-K during
such period.
The Company's principal accountant for fiscal year 2004 was Grant Thornton LLP
("Grant Thornton"). On September 1, 2005, the Company received the resignation
of Grant Thornton as its principal independent accountants.
Grant Thornton's report on the Company's financial statements for the year
ended December 31, 2004 did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During the Company's fiscal year ended December 31, 2004,
and the subsequent interim periods through September 1, 2005, the date of Grant
Thornton's resignation, there were no disagreements with Grant Thornton on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of Grant
Thornton would have caused it to make reference to the subject matter of the
disagreement in connection with its report on the financial statements for any
such period, nor have there been any "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K during such period. The Company believes Grant
Thornton's resignation is due to internal resource constraints at Grant
Thornton.
Notwithstanding the absence of "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K, the Company's auditors did identify the
following two "significant deficiencies" in connection with their audit of the
2004 and 2003 Financial Statements: (i) there was a lack of evidence indicating
that journal entries were reviewed and approved by appropriate finance
department personnel as part of the periodic closing process; and (ii) there
were not sufficient personnel in the accounting and finance department which,
the auditors noted, was due in part to the assumption of additional duties by
the Company's chief financial officer after the resignation of the Company's
chief executive officer. Grant Thornton determined that these significant
deficiencies, in the aggregate, did not constitute material weaknesses in the
system of internal controls. A significant deficiency is a control deficiency,
or combination of control deficiencies, that adversely affects the company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement of the company's
annual or interim financial statements that is more than inconsequential will
not be prevented or detected. The foregoing did not result in any disagreement
or difference of opinion between the Company's management or Board and Grant
Thornton.
The subject matter in the foregoing paragraph was discussed by Grant Thornton
with the Company's Board of Directors, serving as the audit committee, and Grant
Thornton is authorized to discuss these matters with its successor as the
Company's principal independent accountant and to respond fully to the inquiries
of such successor.
The Company believes that the issues raised above as (ii) during the 2003 audit
were resolved during 2004 by a combination of the reduction in company assets
and the redistribution of certain duties performed by the CEO and CFO to other
members of the management team. PMB identified the following significant
deficiency in connection with their audit of the 2006 Financial Statements: (i)
there were not sufficient personnel in the accounting and finance department.
Our auditors determined that these significant deficiencies, in the aggregate,
do not constitute material weaknesses in the system of internal controls. In
order to address this significant deficiency, in March 2007 the Company engaged
a consultant experienced in financial accounting to review all journal entries
on a quarterly basis and to help compile and prepare the Company's quarterly and
annual financial information reported on forms 10-QSB and 10-KSB.
The Company accrues expenses associated with principal accountant fees and
services in the year being audited or serviced. The following table presents the
expenses accrued by the Company for such fees and services in 2007 and 2005.
Year Ended September 30,
-------------------------------------
2007 2006
------------------ ------------------
Audit fees $162,028 $138,160
Audit-related fees -- --
Tax fees 24,170 18,925
All other fees -- --
------------------ ------------------
Total $ 186,198 $ 157,085
================== ==================
Tax fees are comprised of fees related to the preparation and filing of the
Company's federal and applicable state tax returns.
As noted above, the Company does not have an independent audit committee, and
the full board of directors therefore serves as the audit committee for all
purposes relating to communication with the Company's auditors and
responsibility for the Company audit. All engagements for audit services, audit
related services and tax services are approved in advance by the full board of
directors of the Company. The Company's Board of Directors has considered
whether the provision of the services described above for the fiscal years ended
September 30, 2007 and 2006, is compatible with maintaining the auditor's
independence.
All audit and non-audit services that may be provided by our principal
accountant to the Company shall require pre-approval by the Board. Further, our
auditor shall not provide those services to the Company specifically prohibited
by the Securities and Exchange Commission, including bookkeeping or other
services related to the accounting records or financial statements of the audit
client; financial information systems design and implementation; appraisal or
valuation services, fairness opinion, or contribution-in-kind reports; actuarial
services; internal audit outsourcing services; management functions; human
resources; broker-dealer, investment adviser, or investment banking services;
legal services and expert services unrelated to the audit; and any other service
that the Public Company Oversight Board determines, by regulation, is
impermissible.
BENEFICIAL OWNERSHIP OF COMMON SHARES
Beneficial Ownership of Capital Stock by Large Security Holders
The following table presents information regarding the beneficial ownership of
the only known beneficial owners of in excess of 5% of our outstanding common
shares.
Number Percent
Title of Class Name and Address of Beneficial Owner of Shares of Class
----------- -----------
Common Stock MacKenzie Patterson Fuller, LLC 1,349,232 10.75
1640 School Street
Moraga, California 94556
Jay Duncanson
c/o Menlo Advisors
800 Oak Grove Avenue
Menlo Park, CA 94025 658,735 5.25
----------- -----------
Total 2,007,967 16.00
=========== ===========
To the Company's knowledge, no other person beneficially owns more than 5% of
Company's outstanding common stock.
Beneficial Ownership of Capital Stock by Directors and Management
The following table presents information regarding the beneficial ownership of
our capital stock as of September 30, 2007 of: (1) each of our directors and
executive officers; and (2) all of our directors and executive officers as a
group. Unless otherwise indicated in the footnotes to the table, the beneficial
owners named have, to our knowledge, sole voting and investment power with
respect to the shares beneficially owned, subject to community property laws
where applicable.
Number Percent
Title of Class Beneficial Owner of Shares of Class
----------- -----------
Common Stock Robert Puette 405,241 3.23
Jeffrey Black 254,990 2.03
Patricia Wolf 167,030 1.33
William Offenberg 107,404 *
Michael Rider
12,164 *
----------- -----------
Total 948,999 7.57
=========== ===========
* Less than one percent of our outstanding capital stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Statements of beneficial ownership on SEC Form 3 respecting ownership of common
stock were required within 10 days of becoming an officer or director, or
beneficial owner of more than 10% of the outstanding common shares, and
statements of changes in beneficial ownership are required within 48 hours of
any such change. To the Company's knowledge, except as noted in the following
sentence, no such Statements were required to be filed during the year ended
September 30, 2007, or through the date of dissemination of these proxy
materials. The Company became aware in December 2007 that director Jeffrey Black
had not filed a Form 4 or 5 for certain acquisitions of beneficial ownership
occurring in December 2005 and December 2006. As of the date of this statement,
Mr. Black has filed the required Forms 4. The Company does not have sufficient
knowledge of the nature of beneficial ownership by MacKenzie Patterson Fuller,
LLC to determine whether a statement of beneficial ownership on Form 3 was
required to be filed when that firm's beneficial ownership reached 10% of the
outstanding shares.
LEGAL PROCEEDINGS
There are no material proceedings to which any director, officer or affiliate of
the Company, any owner of record or beneficially of more than five percent of
the Company's shares, or any associate of any such director, officer, affiliate
of the Company, or security holder is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
OTHER BUSINESS
The Board of Directors knows of no other matters, which may be presented for
shareholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgments.
SHAREHOLDER PROPOSALS - 2008 ANNUAL MEETING
Shareholders are entitled to present proposals for action at a forthcoming
shareholder's meeting if they comply with the requirements of the proxy rules.
The Company's Bylaws provide that any shareholder wishing to bring any matter
before the annual meeting must deliver notice to the Secretary at the principal
executive offices of the Company not less than 90 days before the first
anniversary of the mailing date of the notice of the preceding year's annual
meeting. Any proposals intended to be presented at the annual meeting of
shareholders for the fiscal year ended September 30, 2008 must be received at
the Company's offices on or before October 30, 2008, in order to be considered
for inclusion in the proxy statement and form proxy relating to such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Palo Alto, California
January 14, 2008
BellaVista Capital, Inc.
Revocable Proxy
For Annual Meeting of Shareholders on February 26, 2008
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Michael Rider, Chief Executive Officer of BellaVista
Capital, Inc., with full powers of substitution, to act as attorney and proxy
for the undersigned to vote, as designated on this proxy, all shares of the
Common Stock of BellaVista Capital, Inc. (the "Company") which the undersigned
is entitled to vote at the Company's Annual Meeting of Shareholders to be held
at Cubberly Community Center Auditorium, 4000 Middlefield Road, Palo Alto,
California, on Tuesday, February 26, 2008, at 10:00 a.m., Pacific Standard Time,
and at any and all adjournments, in the manner indicated and in his discretion
on any other business which may properly come before the meeting.
ELECTION OF DIRECTORS--The Board recommends a vote FOR election of each of the
following nominees:
Patricia Wolf as a Class II director
FOR AGAINST ABSTAIN
/ / / / / /
Jeffrey Black as a Class II director
FOR AGAINST ABSTAIN
/ / / / / /
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF YOU SIGN WITHOUT OTHERWISE MARKING
THE FORM, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON
ALL MATTERS TO BE CONSIDERED AT THE MEETING. THIS PROXY WILL BE VOTED BY THE
INDIVIDUAL NAMED IN THIS PROXY IN HIS BEST JUDGMENT. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Dated: ___________, 2008
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Print Name Signature
- ----------------------------- -----------------------------
Print Name Signature
(Please sign exactly as name appears on stock certificate. Where stock is
registered jointly, all owners must sign. Corporate owners should sign full
corporate name by an authorized person. Executors, administrators, trustees or
guardians should indicate their status when signing.)
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